The Churchill Corporation completes C$390 million acquisition of Seacliff Construction
Date Closed
July 13, 2010
Lead Office
Vancouver
Value
390.00 Million CAD
On July 13, 2010, The Churchill Corporation completed its acquisition of Seacliff Construction Corp. pursuant to an arrangement under the Business Corporations Act (British Columbia). Churchill, through a wholly owned subsidiary, acquired all of the issued and outstanding common shares of Seacliff for total cash consideration of approximately C$390 million. Seacliff shareholders received C$17.14 in cash for each Seacliff common share. The purchase price represented a 23 per cent premium to the volume-weighted average trading price of Seacliff's common shares over the 20 trading days prior to the announcement of the transaction.
The combination of Churchill and Seacliff creates a leading publicly-listed Western Canadian construction and industrial services company, operationally diversified across many business lines, regions and customers. The new Churchill operates well-established, individually-branded business units in the construction field, including Stuart Olson Dominion (the combination of Churchill's Stuart Olson Construction and Seacliff's Dominion Construction), Laird Electric, Canem Systems, the Broda Group of Companies and Insulation Holdings. 2009 pro forma revenue and EBITDA are approximately C$1.2 billion, and C$101 million, respectively. In addition, the pro forma year-end backlog was approximately C$1.9 billion.
The Churchill Corporation, based in Calgary, Alberta, provides building construction, industrial insulation and electrical contracting services throughout Western Canada.
Seacliff, based in Vancouver, British Columbia, provides general contracting services, electrical contracting and earthmoving services to a wide array of clients in both the public and private sectors, with a majority of its business derived from institutional, commercial, civil and light industrial construction projects.
McCarthy Tétrault LLP acted as legal advisors to Seacliff, with a team led by Michael Urbani and including Robin Mahood and Richard Balfour (corporate); Christopher Falk (tax); Warren Milman and Robert Cooper (court approvals) and Rick Pawluk (competition).
